Coursera (NYSE: COUR) closes Udemy merger, targets $115M cost synergies
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Coursera, Inc. completed its previously announced all-stock merger with Udemy, Inc., making Udemy a wholly owned subsidiary. Each Udemy share was exchanged for 0.800 shares of Coursera common stock, with cash paid in lieu of fractional shares.
The company expects the combined business to generate more than $1.5 billion of annual revenue in 2025 and achieve run-rate annual cost synergies of $115 million within 24 months. Former Coursera stockholders now own about 59% of the combined company and former Udemy stockholders about 41%. Coursera also doubled its authorized common shares from 300 million to 600 million and restructured its board, adding three former Udemy directors, including a new audit committee chair designated as an audit committee financial expert.
Positive
- The combined Coursera–Udemy business is expected to generate more than $1.5 billion of annual revenue in 2025, materially increasing Coursera’s scale in online learning.
- Coursera targets run-rate annual cost synergies of $115 million within 24 months of closing, with a significant majority expected in the first year, supporting margin expansion.
- The company signals confidence by committing to a sizable share repurchase program, with additional details to be announced within two weeks of closing.
Negative
- None.
Insights
Coursera’s all-stock Udemy merger creates a larger, synergy-focused platform.
The combination makes Coursera and Udemy a single, scaled online learning company. Udemy shareholders receive 0.800 Coursera shares per Udemy share, resulting in former Coursera holders owning about 59% and former Udemy holders about 41% of the combined entity.
The company cites combined 2025 annual revenue of more than $1.5 billion and targeted run-rate annual cost synergies of $115 million within 24 months of closing. It also doubled authorized common shares to 600 million to support the merger and future needs.
Management highlights structural margin expansion, increased investment capacity in AI-powered products, and a planned “sizable” share repurchase program, with details expected within two weeks of closing. Actual financial impact will depend on integration execution and realizing the identified synergies.
8-K Event Classification
6 items: 2.01, 3.03, 5.02, 5.03, 8.01, 9.01
6 items
Item 2.01
Completion of Acquisition or Disposition of Assets
Financial
The company completed a significant acquisition or sale of business assets.
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Exchange ratio: 0.800 shares
Merger pricing input: $4.78/share
Combined revenue: >$1.5 billion
+4 more
7 metrics
Exchange ratio
0.800 shares
Coursera shares per Udemy common share
Merger pricing input
<money>$4.78</money>/share
Average Coursera closing price over five trading days before closing
Combined revenue
>$1.5 billion
Combined annual revenue in 2025 for Coursera and Udemy
Cost synergies
<money>$115 million</money>
Target run-rate annual cost synergies within 24 months of closing
Ownership split
59% / 41%
Coursera vs. Udemy former stockholders on a fully diluted basis
Authorized common shares
600,000,000 shares
Authorized Coursera common stock after charter amendment
Prior authorized shares
300,000,000 shares
Authorized Coursera common stock before charter amendment
Key Terms
Exchange Ratio, Merger Consideration Value, restricted stock unit award, public benefit corporation, +2 more
6 terms
Exchange Ratio financial
"was converted into the right to receive 0.800 shares of common stock (the “Exchange Ratio”)"
The exchange ratio is the number used to decide how many shares of one company you get for each share you own in another company during a merger or acquisition. It’s like a recipe that tells you how to swap shares fairly, ensuring both companies’ values are balanced. This ratio matters because it determines how ownership divides between the companies' shareholders.
Merger Consideration Value financial
"the excess, if any, of the Merger Consideration Value over the applicable per share exercise price"
restricted stock unit award financial
"each restricted stock unit award covering shares of Udemy Common Stock that was outstanding immediately prior to the Effective Time"
A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.
public benefit corporation regulatory
"Coursera is a Delaware public benefit corporation and a B Corp."
A public benefit corporation is a legal type of company that pledges to pursue a specific public good—such as environmental protection, worker welfare or community development—alongside earning profits for shareholders. Like a restaurant that promises to source local ingredients while still trying to turn a profit, this structure lets managers weigh social goals against financial returns, which can influence strategy, risk profile and investor expectations about how decisions are made.
audit committee financial expert regulatory
"She has been designated by the Board as an “audit committee financial expert” as defined by regulations"
A person on a company’s board who has deep knowledge of accounting, financial reporting and auditing, able to understand and question the books, controls and audit work like a trained mechanic inspecting an engine. Investors care because that expertise helps spot errors, weaknesses or misleading statements early, improving the likelihood that financial reports are accurate and reducing the risk of surprises that can hurt a company’s value.
run-rate annual cost synergies financial
"with anticipated run-rate annual cost synergies of $115 million within 24 months of closing"
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 11, 2026
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Registrant’s Telephone Number, Including Area Code: (650 ) 963-9884
(Registrant’s telephone number, including area code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
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Emerging growth company
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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On May 11, 2026, Coursera, Inc., a Delaware public benefit corporation (the “Company”), completed its
previously announced combination with Udemy, Inc., a Delaware corporation (“Udemy”), pursuant to that certain Agreement and Plan of Merger, dated as of December 17, 2025 (the “Merger Agreement”), by and among Udemy, the Company and Chess Merger
Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into Udemy (the “Merger”), with Udemy continuing as the surviving
corporation and as a wholly owned subsidiary of the Company.
Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.00001 per
share, of Udemy (“Udemy Common Stock”) issued and outstanding immediately prior to the Effective Time, except for certain shares owned by the Company, Udemy or Merger Sub, was converted into the right to receive 0.800 shares of common stock (the
“Exchange Ratio”), par value $0.00001 per share, of the Company (“Company Common Stock”), together with cash in lieu of fractional shares of Company Common Stock, determined in accordance with the terms of the Merger Agreement.
At the Effective Time, each option to purchase shares of Udemy Common Stock (a “Udemy Stock Option”) and each stock appreciation right in respect of
shares of Udemy Common Stock (a “Udemy SAR”) that was outstanding and unexercised immediately prior to the Effective Time, whether vested or unvested, was converted into the right to receive (without interest), less applicable tax withholdings, a number of shares of Company Common Stock equal to the product of (1) the Net Option Share Amount (as defined below), multiplied by (2) the Exchange Ratio. The “Net Option Share Amount” means, with respect to each Udemy Stock Option or Udemy SAR, as applicable, the quotient of (i) the product of (x)
the excess, if any, of the Merger Consideration Value (as defined below) over the applicable per share exercise price as of immediately prior to the Effective Time, multiplied
by (y) the number of shares of Udemy Common Stock subject to such Udemy Stock Option or Udemy SAR, as applicable, as of immediately prior to the Effective Time, divided by (ii) the Merger Consideration Value. The “Merger Consideration Value” means the product of (A) $4.78, which is the average closing price of Company Common Stock for the five full trading days preceding the closing date
of the Merger, multiplied by (B) the Exchange Ratio. Udemy Stock Options and Udemy SARs with a per-share exercise price equal to or greater than the Merger
Consideration Value were cancelled for no consideration.
At the Effective Time, each restricted stock unit award covering shares of Udemy Common Stock that was outstanding immediately prior to the
Effective Time and was not subject to performance-based vesting conditions (a “Udemy RSU Award”) and was not granted in respect of services to a non-employee director of Udemy was assumed by the Company and converted into a restricted stock unit
award covering Company Common Stock (a “Company RSU Award”) having the same terms and conditions as applied to the corresponding Udemy RSU Award as of immediately prior to the Effective Time, except that each such Company RSU Award covers a number
of shares of Company Common Stock (rounded to the nearest whole number of shares) equal to the product of (1) the number of shares of Udemy Common Stock that were subject to the Udemy RSU Award as of immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio.
At the Effective Time, each Udemy RSU Award that was granted in respect of the holder’s services as a non-employee director of Udemy (a “Director
Award”) and was outstanding immediately prior to the Effective Time became fully vested and converted into the right to receive the number of shares of Company Common Stock (rounded to the nearest whole number of shares) equal to the product of (1)
the number of shares of Udemy Common Stock that were subject to the Director Award as of immediately prior to the Effective Time, multiplied by (2) the
Exchange Ratio.
At the Effective Time, each restricted stock unit award covering shares of Udemy Common Stock that was outstanding immediately prior to the
Effective Time and was subject to performance-based vesting conditions (a “Udemy PSU Award”) was assumed by the Company and converted into a Company RSU Award having the same terms and conditions as applied to the corresponding Udemy PSU Award as
of immediately prior to the Effective Time, except that each such Company RSU Award covers that number of shares of Company Common Stock (rounded to the nearest whole number of shares) equal to the product of (1) the number of shares of Udemy
Common Stock that were subject to the Udemy PSU Award as of immediately prior to the Effective Time, assuming performance at the greater of target and the actual level of performance as of immediately prior to the Effective Time, multiplied by (2) the Exchange Ratio.
The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, a copy of which is filed herewith as Exhibit 2.1 and is incorporated herein by reference.
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Item 3.03
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Material Modification to Rights of Security Holders.
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The information set forth in Item 5.03 is incorporated into this Item 3.03 by reference.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Director Resignations and Appointments
In accordance with the Merger Agreement, in connection with the closing of the Merger (the “Closing”), the board of
directors of the Company (the “Board”) consisted of nine (9) directors, (i) six (6) of whom were designated by the Company from among the directors of the Company as of the date of the Merger Agreement, including the Chair of the Board and the
Chief Executive Officer of the Company, and (ii) three (3) of whom were designated by Udemy from among the directors of Udemy as of the date of the Merger Agreement (each, an “Udemy Director Designee”).
In connection with the Closing, each of Amanda M. Clark, Susan W. Muigai and Sabrina L. Simmons resigned from the Board and any and all committees
thereof. Such resignations were not the result, in whole or in part, of any disagreement with the Company or the Company’s management. At the time of such resignations, Ms. Clark served on the Company’s Audit Committee and Human Resources and
Compensation Committee, Ms. Muigai served on the Company’s Human Resources and Compensation Committee, and Ms. Simmons served as the chair of the Company’s Audit Committee.
In connection with the Closing, Sohaib Abbasi, Marylou Maco and Lydia Paterson, each of whom were directors of Udemy
as of the date of the Merger Agreement, were appointed to the Board effective immediately following the Closing, with (1) Ms. Paterson appointed to serve as a Class II director with a term expiring, and up for election, at the Company’s 2026 annual
meeting of stockholders, and (2) Mr. Abbasi and Ms. Maco appointed to serve as Class III directors with a term expiring at the Company’s 2027 annual meeting of stockholders. In addition, (1) Mr. Abbasi was appointed as a member of the Company’s
Human Resources and Compensation Committee, (2) Ms. Maco was appointed as a member of the Company’s Nominating and Corporate Governance Committee and (3) Ms. Paterson was appointed as the chair of the Company’s Audit Committee, with each respective
Board committee member to hold office until his or her resignation or removal or as otherwise determined by the Board. In addition, Christopher D. McCarthy, a current director of the Company, was appointed as a member of the Company’s Audit
Committee and the Human Resources and Compensation Committee, and removed from the Company’s Nominating and Corporate Governance Committee, effective immediately following the Closing.
Prior to the Closing, Sohaib Abbasi served as a member of Udemy’s board of directors since July 2023. Mr. Abbasi has served as a senior advisor at
TPG Global, a private equity firm, since July 2017, and previously as a member of Balderton Capital’s Executive Council from January 2018 to June 2023. From 2004 to 2015, Mr. Abbasi served as the Chief Executive Officer of Informatica Corporation,
a data integration company, where he also served as the Chair and a member of the board of directors. Mr. Abbasi previously served in various executive roles at Oracle Corporation. Mr. Abbasi served on the boards of Elastic, N.V. from July 2022
to September 2025 and McAfee Corp from November 2018 to March 2022. Mr. Abbasi holds a B.S. and an M.S. in computer science from the University of Illinois at Urbana-Champaign.
Prior to the Closing, Marylou Maco served as a member of Udemy’s board of directors since December 2024. Ms. Maco has served on the board of
directors of Avaya, LLC, a cloud communications company, since May 2023. Ms. Maco has also served as Chief Revenue and Customer Experience Officer at Avaya, LLC since December 2023. Prior to Avaya, Ms. Maco served as the Executive Vice President
of Worldwide Sales and Field Operations at Genesys Cloud Services, Inc., a customer experience software company, from July 2020 to January 2023. Before Genesys, Ms. Maco served in several sales executive leadership positions, including at Oracle
Corporation, Hewlett Packard Enterprise and CognitiveScale Corporation Notably, Ms. Maco also spent more than two decades at Cisco Systems. Ms. Maco attended Penn State University, where she studied management and related support services.
Prior to the Closing, Lydia Paterson served as a member of Udemy’s board of directors since December 2019. Ms. Paterson most recently served as an
operating partner at Prosus N.V. from April 2024 to December 2024. Ms. Paterson previously served as Chief Executive Officer at OLX Group B.V., a global online classified marketplace and Prosus subsidiary, from March 2023 to April 2024, and as
Chief Financial Officer from June 2016 to February 2023. Prior to that, Ms. Paterson served as the Vice President, Global Finance and Corporate FP&A for PayPal Holdings, Inc, an online payments company, from 2012 to 2016. She also served in
various finance executive roles at eBay, Inc., a multinational e-commerce platform, from 1999 to 2012, and earlier served in various accounting roles at Coopers & Lybrand (subsequently PricewaterhouseCoopers) from 1993 to 1998. Ms. Paterson
received a B.B.A. from Simon Fraser University. She has been designated by the Board as an “audit committee financial expert” as defined by regulations of the Securities and Exchange Commission (the “SEC”).
Other than as described in this Item 5.02, there are no other arrangements or understandings between Mr. Abbasi, Ms. Maco or Ms. Paterson, on the
one hand, and the Company, on the other hand, or any other person pursuant to which Mr. Abbasi, Ms. Maco or Ms. Paterson was appointed as a director of the Company or related party transactions between Mr. Abbasi, Ms. Maco and Ms. Paterson, on the
one hand, and the Company, on the other hand, that are required to be disclosed under Item 404(a) of Regulation S-K.
Entry into Indemnification Agreements
In connection with the Udemy Director Designees’ election to the Board, the Company will enter into the Company’s standard form of indemnification
agreement with each Udemy Director Designee.
Compensation of Udemy Director Designees
Following their election to the Board, the Udemy Director Designees will be eligible to participate in the Company’s non-employee director
compensation program and receive annual cash retainers and annual RSU awards, the material terms of which are described under the heading “Non-Employee Director Compensation” in the Amendment No. 1 to the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2025 filed with the SEC on April 30, 2026, which description is incorporated herein by reference.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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On May 11, 2026 and prior to the Effective Time, the Company amended its Amended and Restated Certificate of Incorporation by filing with the
Secretary of State of the State of Delaware a certificate of amendment (the “Charter Amendment”) to increase the number of authorized shares of Company Common Stock from 300,000,000 shares to 600,000,000 shares. The Charter Amendment was authorized and adopted by the Board in accordance with Section 242(b)(1) of the General Corporation Law of the State of Delaware. The Company’s stockholders
adopted the Charter Amendment at a Special Meeting of Stockholders held on April 9, 2026. The Charter Amendment became effective upon filing and prior to the Effective Time.
The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of
the Charter Amendment, which is filed as Exhibit 3.1 hereto and incorporated herein by reference.
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Item 8.01
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Other Matters.
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On May 11, 2026, the Company issued a press release announcing the completion of the previously announced Merger. A copy of that press release is
attached hereto as Exhibit 99.1 and incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(a) Financial Statement of Business Acquired.
Financial statements, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later than 71 days
following the date that this Current Report on Form 8-K is required to be filed.
(b) Pro Forma Financial Information.
Pro forma financial information, to the extent required by this Item 9.01, will be filed by amendment to this Current Report on Form 8-K no later
than 71 days following the date that this Current Report on Form 8-K is required to be filed.
(d) Exhibits.
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Exhibit No.
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Description
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2.1†
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Agreement and Plan of Merger, dated December 17, 2025, by and among Coursera, Inc., Udemy, Inc. and Chess Merger Sub, Inc. (incorporated by reference to Exhibit 2.1 to Coursera’s Form 8-K filed on December 17, 2025 (File No.
333-293728)).
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3.1
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Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Coursera, Inc.
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10.1
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Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on October 31, 2025 (File No. 001-40275)).
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99.1
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Press Release of Coursera, Inc., dated May 11, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Schedules (or similar attachments) have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplementally copies of any of the
omitted schedules upon request by the SEC.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| COURSERA, INC. | ||
| By: | /s/ Alan B. Cardenas | |
| Alan B. Cardenas | ||
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Senior Vice President, General Counsel and Secretary
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Date: May 11, 2026
Exhibit 99.1
Coursera Completes Combination with Udemy to Build the World’s Most Comprehensive Skills Platform
Combined company uniquely positioned to connect skills discovery, development, and verified mastery in a rapidly changing, AI-driven
labor market
Enhances ability to build AI-powered, agentic solutions for skills development in the flow of work
Unites a global ecosystem encompassing 290 million learners, 18,000 enterprise customers, 95,000 instructors, and hundreds of university
and industry partners
MOUNTAIN VIEW, Calif. – May 11, 2026 – Coursera, Inc. (NYSE: COUR) today announced the completion of its combination with Udemy, Inc. The transaction strengthens the combined company’s ability
to accelerate AI-powered innovation and shape how skills are discovered, developed, and verified at a pivotal moment in global talent transformation.
“The close of this transaction marks the beginning of a new chapter for our combined company. Together, Coursera and Udemy have the scale, the data, and the
talent to move faster and build something bold: the world’s most comprehensive skills platform for the AI era,” said Greg Hart, CEO of Coursera. “The need to continuously learn and master new skills has never been greater. Powered by the scale of
our combined global ecosystem, we are moving beyond a content catalog to create a more adaptive, intelligent, and agentic skills delivery system — one that more directly connects skills development in the flow of work to real-world outcomes,
helping individuals grow their careers and enabling organizations to empower the next generation of talent.”
Creates greater value, impact, and choice
As AI reshapes the skills required for nearly every role, individuals and organizations need a trusted partner to move faster, from identifying emerging
skills to building and verifying mastery through a more integrated and complete skills development solution. Coursera and Udemy unite a global ecosystem of 95,000 content creators, encompassing hundreds of world-class educators alongside a dynamic
instructor marketplace. This foundation enables the combined company to address the full talent lifecycle, from practical application of skills in the flow of work to high-quality credentials valued for rigor and trust.
Accelerates AI-powered product innovation
The combination expands Coursera’s capacity to invest in AI-native product innovation and agentic solutions, powered by the enhanced scale of its proprietary
data and a deeper understanding of how the world learns and the skills employers value most. By connecting learning signals from more than 290 million learners with workforce insights from 18,000 enterprise customers, Coursera will build on the
network effects of a unified global platform to accelerate a more connected and data-driven skills economy — linking skills intelligence, verified attainment, and real-world context to deliver more relevant and measurable learning experiences.
Together, Coursera and Udemy are better positioned to accelerate a skills-first future, helping individuals master emerging skills to advance their careers
and empowering organizations with the capabilities to develop and deploy talent at the pace of technological change. Additional updates for learners, customers, instructors, and partners will be shared over time on the Coursera Blog at
https://blog.coursera.org.
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Strengthens financial profile and value creation opportunity
The transaction enhances Coursera’s financial profile, with combined annual revenue of more than $1.5 billion in 2025, structural margin expansion, and
increased capacity to invest in product innovation and platform capabilities. As previously announced, the combination is expected to generate meaningful operating efficiencies, with anticipated run-rate annual cost synergies of $115 million within
24 months of closing. The company expects to realize a significant majority of these synergies within the first year. Together, these benefits are expected to support a stronger operating model and increase the company’s ability to invest in its
long-term strategy.
The company is also committed to executing a sizable share repurchase program, reflecting Coursera’s confidence in its long-term strategy and the substantial
value creation opportunity for the business and its stockholders. The company expects to announce further details regarding its share repurchase program within the next two weeks.
Leadership and Corporate Governance Updates
As previously announced, Greg Hart will continue to serve as Chief Executive Officer, and Mike Foley will continue to serve as Chief Financial Officer. The
Board consists of nine directors, including six continuing on the Coursera Board and three formerly on the Udemy Board. Andrew Ng will continue to serve as Chairman of the Board.
Additional information about Coursera’s management team and Board is available at https://investor.coursera.com/governance/management.
Transaction and Closing Details
The transaction was announced on December 17, 2025, and approved by Coursera and Udemy stockholders on April 9, 2026.
Under the terms of the transaction, each outstanding share of Udemy common stock (except for shares owned directly by Coursera, Udemy or Chess Merger Sub,
Inc.) was exchanged for 0.800 shares of Coursera common stock. Coursera did not issue fractional shares; former Udemy stockholders received cash in lieu of any fractional share of Coursera common stock to which they otherwise would have been
entitled. Former Coursera stockholders own approximately 59% and former Udemy stockholders own approximately 41% of the combined company, on a fully diluted basis.
Coursera will continue to trade under the ticker symbol “COUR” on the New York Stock Exchange. With the closing of the transaction, Udemy’s common stock is
being delisted and will no longer trade on NASDAQ.
About Coursera
Coursera was launched in 2012 by Andrew Ng and Daphne Koller with a mission to provide universal access to world-class learning. Today, it is one of the
largest online learning platforms in the world. Coursera partners with leading university and industry partners to offer a broad catalog of content and credentials, including courses, Specializations, Professional Certificates, and degrees.
Coursera’s platform innovations — including generative AI-powered features like Coach, Role Play, and Course Builder, and role-based solutions like Skills Tracks — enable instructors, partners, and companies to deliver scalable, personalized, and
verified learning. Institutions worldwide rely on Coursera to upskill and reskill their employees, students, and citizens in high-demand fields such as GenAI, data science, technology, and business, while learners globally turn to Coursera to
master the skills they need to advance their careers. Coursera is a Delaware public benefit corporation and a B Corp.
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Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements that involve substantial risks and uncertainties. Any statements contained in this press release that
are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as: “accelerate,” “anticipate,” “believe,” “can,” “continue,” “could,” “demand,”
“design,” “estimate,” “expand,” “expect,” “intend,” “may,” “might,” “mission,” “need,” “objective,” “ongoing,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” “would,” or the negative of these terms, or other
comparable terminology intended to identify statements about the future. These forward-looking statements include, but are not limited to, statements regarding the expected benefits of our business combination with Udemy and the outlook for our
results of operations and financial condition (including potential synergies) following such business combination; the expansion of our market opportunity; the global demand to embrace new skills; our progress in our growth initiatives; the
opportunity to build a more comprehensive and adaptive skills platform designed for the AI era; our commitment to creating more personalized, engaging, and AI-native learning experiences; our initiatives to strengthen our position as a trusted
source for verified learning; our mission to provide universal access to world-class learning; the demand for online learning; the strength of our customer and content creator relationships; the demand from learners to use our offerings to master
career advancing skills; anticipated features and benefits of our offerings; the anticipated utility of our non-GAAP financial measures; anticipated growth rates; and our financial outlook, future financial and operational performance, and
expectations, including our financial outlook for the second quarter of 2026 and full year 2026; among others. These forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results,
levels of activity, performance, or achievements to be materially different from the information expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following: our ability to
attract, engage, and retain learners; our ability to increase sales of our offerings; our limited operating history; the relative nascency of online learning solutions and generative AI; risks related to market acceptance and demand for our
offerings; our ability to maintain and expand our existing content creator relationships and to develop new partnerships with universities, industry leaders, and subject matter experts; our dependence on the supply of content created by our
partners; risks related to our AI innovations and AI generally; risks related to the business combination, including our ability to retain and hire key personnel and maintain relationships with customers, vendors and others with whom we do business
as a result of the business combination; the impact of the business combination on our operating results and business generally; the outcome of any legal proceedings related to the business combination; the ability to successfully integrate
Coursera’s and Udemy’s operations and business on a timely basis or otherwise in accordance with the standards and obligations applicable to the combined company as a public benefit corporation and as a B Corp.; our ability to implement our plans,
forecasts and other expectations with respect to the combined company’s business and realize expected synergies and other benefits of the business combination within the expected timeframe or at all; potential business disruptions arising from the
business combination; our ability to compete effectively; adverse impacts on our business and financial condition due to macroeconomic or market conditions; our ability to manage our growth; regulatory and/or policy matters or changes impacting us
or our content creators; risks related to intellectual property; cybersecurity and privacy risks and regulations; potential disruptions to our platform; risks related to operations, regulatory, economic, and geopolitical conditions; current and
future legal and regulatory matters; the impact of actions to improve operational efficiencies and operating costs; our history of net losses and ability to achieve or sustain profitability; natural disasters, public health crises, or other
catastrophic events; and our status as a certified B Corp, as well as the risks and uncertainties discussed in our most recently filed annual and quarterly reports on Forms 10-K and 10-Q and subsequent filings and as detailed from time to time in
our SEC filings. You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results,
levels of activity, performance, or events and circumstances reflected in the forward-looking statements will be achieved or occur. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the
forward-looking statements. Such forward-looking statements relate only to events as of the date of this press release. We undertake no obligation to update any forward-looking statements except to the extent required by law.
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Contacts
For investors: Cam Carey, ir@coursera.org
For media: Arunav Sinha, press@coursera.org
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FAQ
What major transaction did Coursera (COUR) complete with Udemy?
Coursera completed an all-stock merger with Udemy, making Udemy a wholly owned subsidiary. Each Udemy share was exchanged for 0.800 Coursera shares, with cash for fractional shares. The deal creates a larger online learning platform with expanded content and customer reach.
How large is the combined Coursera (COUR) and Udemy business after the merger?
The combined company is expected to have more than $1.5 billion in annual revenue for 2025. Management also cites structural margin expansion and increased capacity to invest in AI-native product innovation and platform capabilities across its global learning ecosystem.
What ownership split results from the Coursera (COUR) and Udemy merger?
Following the merger, former Coursera stockholders own approximately 59% of the combined company on a fully diluted basis. Former Udemy stockholders own approximately 41%, reflecting the agreed 0.800 Coursera share exchange ratio per Udemy share in the all-stock transaction.
What cost synergies does Coursera (COUR) expect from the Udemy merger?
Coursera expects meaningful operating efficiencies, targeting run-rate annual cost synergies of $115 million within 24 months of closing. The company anticipates realizing a significant majority of these synergies within the first year, supporting a stronger operating model and long-term investment capacity.
What board and governance changes occurred at Coursera (COUR) after the Udemy merger?
The board now has nine directors, with six from Coursera and three former Udemy directors. Lydia Paterson joined as an Udemy designee, was appointed chair of the Audit Committee, and has been designated an “audit committee financial expert” under SEC regulations, strengthening oversight.